TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS XOX BHD - PROPOSED ACQUISITION OF SHARES IN THERON HOLDINGS SDN. BHD. XOX BHD
The Board of Directors of XOX Bhd (“XOX” or “the Company”) wishes to announce that XOX (Hong Kong) Limited, (“XOX HK” or “the Purchaser”), a wholly-owned subsidiary of the Company, had on 12 July 2022 entered into a Share Sale Agreement (“SSA/the Agreement”) with Muar Ban Lee Group Berhad (“the Seller”) for the proposed acquisition of 2 ordinary shares (“Sale Shares”) in Theron Holdings Sdn. Bhd. (“Theron”), representing 100% of the total issued and paid up share capital of Theron, for a total a total purchase consideration of RM19,254,590.00 only (“Purchase Consideration”) (“Proposed Acquisition”).
Further details of the Proposed Acquisition are set out in the attachment herein.
PROPOSED ACQUISITION OF SHARES IN THERON HOLDINGS SDN BHD ("THERON") BY XOX (HONG KONG) LIMITED ("XOX HK"), A WHOLLY-OWNED SUBSIDIARY OF XOX BHD ("PROPOSED ACQUISITION") XOX BHD
We refer to your Company’s announcement dated 12 July 2022, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1) To state the source(s) of funding of XOX HK and/or XOX Bhd, and the breakdown thereof, for redemption of the RHB Facility of RM49,416,000.68 and repayment of Theron’s outstanding debts of RM44,318,000.00. To also reconcile with the disclosure in Section 6 of the announcement dated 12 July 2022. 2) The justification for the purchase consideration of RM19,254,590. Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.
KUALA LUMPUR: XOX Bhd has proposed to acquire two ordinary shares in Theron Holdings Sdn Bhd, representing 100% of the total issued and paid-up share capital of Theron for RM19.25mil. In a filing with Bursa Malaysia, XOX said its wholly-owned subsidiary, XOX (Hong Kong) Limited (XOX HK) had entered into a share sale agreement with Muar Ban Lee Group Bhd for the proposed acquisition.
Theron is a special purpose vehicle incorporated by Muar Ban Lee for the purpose of acquiring and holding the shares in Symphony Life Bhd As of the date of this announcement, Theron is holding 98.09 million shares in Symphony, representing 13.7% of the total issued and paid-up share capital of Symphony.
Symphony is principally engaged in the business of property development and property investment. XOX said its board has deliberated the opportunity and found the proposed acquisition to be synergistic. “In an effort to streamline XOX’s capital management, the management has deliberated various strategies which include shares buy back and placement of excess cash in high yielding funds.
“The proposed acquisition is part of XOX’s strategy to maximise return on its excess fund, which will ultimately benefit its shareholders,” it said. In addition, XOX said Symphony is currently trading at the lower end of its range of intrinsic value. Hence there is a potential of immediate capital appreciation for the proposed acquisition in the event of any correction to Symphony’s current depressed share price.
KUALA LUMPUR (July 12): Muar Ban Lee Group Bhd (MBL) is exiting its investment in property firm Symphony Life Bhd, whose share price has fallen 46% since MBL bought into it. MBL, a specialist in palm oil machinery and oil seed crushing machinery, announced that it is selling its wholly-owned unit, Theron Holdings Sdn Bhd, that owns a 13.7% stake in Symphony Life to XOX Bhd for RM19.25 million cash. Based on Tuesday's closing share price of 45 sen, the 13.7% stake is worth RM44.14 million. According to MBL's filing with Bursa Malaysia, XOX is obliged to provide "evidence that all outstanding debts owed by Theron to MBL as at the completion date [of the acquisition] have been paid and settled". The outstanding debt amounted to RM46.32 million — advances that MBL has given to Theron for the purchase of Symphony Life shares.
Theron also borrowed RM47.55 million from RHB Bank Bhd to invest in Symphony Life shares via a term loan. Theron is a special purpose vehicle incorporated for the purpose of acquiring and holding shares in Symphony Life. It accumulated 98.09 million Symphony Life shares from April 2 last year to March 9 this year at a total cost of RM90.26 million, said MBL. Theron bought a large bulk of its stake in Symphony Life from the company's former executive chairman Tan Sri Mohamed Azman Yahya, who founded the property firm. MBL noted that the transaction, which it expects to be completed in the third quarter of this year, would result in RM48.89 million disposal gain. The disposal gain includes the effects from deconsolidation of Theron's net liabilities amounting to RM37.59 million, as well as share of results from Symphony Life for financial years 2021 and 2022. The proposed disposal allows MBL to deconsolidate a term loan from RHB Bank amounting to RM47.55 million as at end-June, while also recoup advances MBL provided to Theron amounting to RM46.32 million, the group said. MBL would utilise RM19.25 million proceeds from the disposal mainly for working capital. In a separate filing, XOX said the acquisition, which will be funded by its internally generated funds, is "synergistic" due to prospects of the property market's recovery this year and potential upside to Symphony Life's share price. Shares of MBL closed unchanged at 35.5 sen, giving it a market capitalisation of RM88.26 million, while XOX fell 0.5 sen or 25% to 1.5 sen, valuing the company at RM75.76 million. Symphony Life, meanwhile, closed 0.5 sen or 1.12% higher at 45 sen, with a market capitalisation of RM322.4 million. S Kanagaraju & Kathy Fong
================= More than 6.7 BILLION shares, PA and warrants combined Too heavy for price to move up high
================== Directors might continue to raise fund via share issuance to ESOS and PP NOSH might continue rise, further diluting your shareholdings equity % and EPS
Loss making in most of last 10 years !!! Directors continue to receive salaries & payments
======================= Be careful trading loss making penny stocks that has huge NOSH (BILLION SHARES) Directors have power to propose shares consolidation and raise more fund via rights issue with free warrants
===================== Continue to monitor quarterly results directors plan for utilisation of company funds directors plan for more fund raising via shares issuance
XOX BHD Description: XOX BHD ("XOX" OR "COMPANY") PROPOSED PRIVATE PLACEMENT OF NEW ORDINARY SHARES IN XOX ("XOX SHARES" OR "SHARES") ("PLACEMENT SHARES"), REPRESENTING NOT MORE THAN 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) ("PROPOSED PRIVATE PLACEMENT")
On behalf of the Board of Directors of XOX (“Board”), TA Securities Holdings Berhad (“TA Securities”) wishes to announce that the Company proposes to undertake the Proposed Private Placement.
Further details of the Proposed Private Placement are set out in the announcement attached herein.
KUALA LUMPUR (July 26): ACE Market-listed XOX Bhd plans to undertake a private placement exercise to raise RM9.95 million to develop a digital media management application. In a filing on Tuesday (July 26), the mobile services provider noted that while it obtained shareholders’ approval to issue up to 717.31 million shares — or 10% of its issued share capital — it has opted to only issue up to 552.86 million shares for the placement exercise. At an illustrative price of 1.8 sen apiece, which represents a discount of approximately 6.25% to the five-day volume-weighted average market price (VWAP) of XOX shares up to and including July 25, 2022 (LPD), the group expects to raise up to RM9.95 million from the placement exercise……
KUALA LUMPUR (July 26): Here is a brief look at some corporate announcements and news flow on Tuesday (July 26), which include Kossan Rubber Industries Bhd, Tasco Bhd, CTOS Digital Bhd, MHC Plantations Bhd, Globetronics Technology Bhd, NWP Holdings Bhd, Toyo Ventures Holdings Bhd, Techna-X Bhd, XOX Bhd, Pasukhas Group Bhd, PPB Group Bhd, Eastland Equity Bhd, UMediC Group Bhd (UMC), Sapura Industrial Bhd, MJ Caely Holdings Bhd and Astral Asia Bhd….
xox have money to pay rm110mil. for 98mil shares in symfony, a property developer,.......but no money to pay for digital media app business,.........need to do private placement again,.......do you think they will do the digital media app ? ,......or just a gimmick to raise fund again,.......look at the past,......xox raised fund to do micro financing business & many more,......nothing happen,......you only see them buying inflated sharse of xox net, cheetah, jadi, symfony
RM9.95mil pun tarak. Now question is what will probably the PP price. If 0.018 mana ada propit. So biggest worry is this coming week, it might go to 0.01 , then PP 0.005 baru ada ommph.....
MNC is the latest high NOSH low price penny stock proposing to do shares consolidation !!!
This announcement is dated 29 August 2022.
=================== Be careful trading high NOSH low price penny stocks
Directors have power to propose shares consolidation to trim down your shareholdings by many times and raise more fund via rights issue with free warrants
List of penny stocks with shares consolidation :-
2022 in progress - MNC, MERIDIAN, LKL, IMPIANA, FAST, VSOLAR
There is also the possibility shares in the state-owned 5G agency would be offered to foreign MNOs. "The option to offer equity shareholdings to foreign MNOs is also there because various foreign MNOs have expressed their desire to contribute to the local 5G network development.
"The government's policy is to prioritise domestic MNOs, but it does not rule out the possibility of offering the remaining shares that can be subscribed in DNB to foreign MNOs," he told Bernama.
NEXGRAM is the latest high NOSH low price penny stock proposing to do shares consolidation !!!
This announcement is dated 14 September 2022.
=================== Be careful trading high NOSH low price penny stocks
Directors have power to propose shares consolidation to trim down your shareholdings by many times and raise more fund via rights issue with free warrants
=============== Possible that directors might decide to trim down the NOSH before raising more fund via rights issue and share issuance to PP, ESOS, etc
============== TAYOR, set realistic target and not be caught in NOSH trimming exercise (shares consolidation)
XOX BHD ("XOX" OR "COMPANY") PROPOSED PRIVATE PLACEMENT OF NEW ORDINARY SHARES IN XOX ("XOX SHARES" OR "SHARES") ("PLACEMENT SHARES"), REPRESENTING NOT MORE THAN 10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES, IF ANY) ("PROPOSED PRIVATE PLACEMENT") This announcement is dated 26 July 2022.
============= No. of issued Shares as at LPD 5,050,830,575 To be issued assuming full conversion of the ICPS 77,971,406 To be issued assuming full exercise of Warrants B 231,832,876 To be issued assuming full exercise of Warrants C 1,412,612,765 To be issued assuming full granting and/or exercise of ESOS Options 399,821,100 After full granting and/or exercise of the Convertible Securities 7,173,068,722 To be issued pursuant to the Proposed Private Placement 717,306,800
Minimum scenario = 505,083,057 shares will be issued assuming no conversion of warrants and ICPS
=========== Massive fund raising Massive dilution of shareholders equity % and EPS NOSH continue to increase towards 6 BILLION shares
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
8899EL8899
2,107 posts
Posted by 8899EL8899 > 2022-07-16 11:23 | Report Abuse
xox have used up cash in hand after buying symfony,.........time for consolidation,.........better stay away